Who We Are

Greensfelder advises major energy companies with their disputes, deals, and day-to-day counsel. Some of the world’s foremost energy companies rely on our energy attorneys’ industry acumen, transactional savvy, and litigation skills for their most crucial business transactions and disputes. We frequently represent oil and gas, renewable energy, convenience retailing, and utility companies. Learn more about our services for energy companies by clicking the icons above to jump to a section.

With our deep experience, we can provide you counsel on the transitioning energy industry. We can assist you to:

• Evaluate options in the transitioning energy industry, and counsel on related legal issues and pre-empt associated litigation risks.
• Reference our regularly updated surveys on the PMPA, antitrust/pricing laws, consumer protection laws, motor fuel pricing, franchise, below cost, gift cards, vaping, emergency power statutes, divorcement states, contract auto renewal, and others.
• Counsel clients on issues arising from increased antitrust scrutiny.
• Defend complex litigation disputes, evaluate early dispute resolution options, advise on dispute avoidance, and defend class actions.
• Address supply chain management challenges, force majeure issues, and compliance with declarations of states of emergency.

Why Major Energy Companies Choose Greensfelder

Clients with decades of repeat Greensfelder representations tell us their client loyalty stems from valuing four things:

• Our Competence – we understand their business and have deep experience in energy litigation, M&A, commercial advice, intellectual property protection and enforcement, growing talent, and revenue enablement.
• Our Credentials – we have decades of experience, national counsel footprint, and industry leadership.
• Our Cost – we deploy a TCO — total cost of ownership — mindfulness and know how to navigate legal hot spots with familiarity, effectiveness, and a proven track record.
• Our Character – we have embraced the Mansfield Rule in staffing our matters by engaging diversity to deliver authentic client value and placing a high priority on mentoring and advancement so our diversity remains deployed, no senior experience is wasted, and we grow talent.

Oil & Gas

Oil and gas clients — including the nation’s largest integrated refiners — turn to us as their downstream and midstream counsel. We help these industry leaders craft their deals and hone their business models.

For petroleum marketing and downstream clients, we provide “first call” counsel on:

• Antitrust and pricing counseling
• Petroleum Marketing Practices Act advice and counseling
• State relationship law advice, including franchise laws
• Strategic planning and business model development
• Advertising and price posting advice
• Loyalty and rewards counseling
• Forward-looking counseling and adaptation of retail business, including issues related to incorporating renewables, mobility services, c-stores, and ancillary profit centers
• Environmental compliance and disputes
• Retail and supply management

We also assist clients with issues in their lubricants, unbranded/commercial, and midstream businesses.

Litigation Representation

We guide clients through downstream and midstream disputes if a relationship breaks down, including in the following areas.  Our team has extensive first-chair experience in the courtroom trying cases for energy clients on a nationwide scale, and we excel in collaboration, offering deep industry knowledge, and experience. We often lead energy litigation in partnership with local or national counsel as a “virtual” firm.

• Motor fuel distribution and marketing — addressing claims relating to PMPA, state franchise and distribution statutes, federal and state pricing-claims (including UCC § 2-305 and Robinson-Patman Act claims), federal and state antitrust claims, and breach-of-contract and business tort claims
• Consumer class actions — defending refiners and distributors in claims arising from consumer protection, motor fuel pricing, price posting, temperature-correction issues, product, and discount and credit card programs
• Brand covenants/deed restrictions/ROFRs — prosecuting claims to enforce brand covenants/deed restrictions on use of retail motor fuel sites, and exercise of rights of first refusal to purchase divested retail assets, critical to major oil refiners’ distribution networks; also handle litigation involving attempts to use condemnation to avoid use restrictions imposed on station properties
• Litigation involving alternative profit centers, including associated lube services, convenience stores and quick-serve restaurants
• Toxic tort — litigation including asbestos, benzene, personal injury, and MTBE litigation
• M&A disputes — litigation arising out of buying and selling downstream and midstream assets from refineries, pipelines, and terminals
• Premises and product liability claims — including premises and personal injury claims
• Environmental — Contamination litigation arising from historical operations, modern-day pipeline or underground storage tank releases including class actions, defending agency enforcement actions

Transactional Representation

• Business models — establishing and implementing business models for distribution and retailing, including franchise programs, company operations, commission marketers, brand licenses, and on-franchise operating models
• Contracts — creating and implementing template supplier and customer contracts, franchise, dealer and commission marketer programs, and commercial/bulk fuel and supply contracts
• Pricing and promotional programs — developing and implementing commodity pricing programs and methods and counseling on price discounts, promotional campaigns and similar incentive programs
• Mergers, acquisitions and portfolio management — assisting with market or multi-site portfolio divestments and acquisitions, counseling for joint ventures or master limited partnerships (MLPs), co-branding arrangements and other business combinations, as well as real estate portfolio management
• Payment and posting — counseling on payment card issues (credit/debit), electronic payment platforms, POS systems, data security protocols, reward or loyalty programs, weights and measures issues and other consumer posting issues
• Permits and incentives — obtaining permits, licenses, grants, tax credits and other incentives
• Supplier, distributor and vendor relationships— counseling on joint employer issues, distribution terminations and non-renewals, franchising issues, c-store issues and storage and transportation arrangements.
• Environmental — representing property owners and operators to resolve UST compliance, spill reporting and management and contractual risk allocation.
• Advertising and IP— counseling on branding issues, co-branding arrangements, advertising and other intellectual property issues
• Pipeline installation and expansion— providing real estate counsel for the negotiation of property access and rights
• Construction — providing counseling for infrastructure projects, from refineries and terminals to c- stores and retail fuel facilities.
• Regulatory matters— assisting with the successful navigation of challenging regulatory issues, such as cap and trade, RINs and other renewable fuel issues

Renewables

Renewables, decarbonization, and clean energy are playing an increasingly important role as part of the energy transition. Our lawyers advise on solar, wind, ethanol, and other biofuels, as well as issues related to electric vehicle transitions.

Mobility & EV Transition

Our lawyers advise on the following areas related to mobility and EV transition:

Commercial Advice

• Legal considerations related to repurposing retail motor fuel stations
  • Incorporating renewables, including EV charging, at motor fuel stations
• Managing franchise and distribution relationships a part of the transition to renewables and bridge fuels:
  • Contractual considerations
  • Franchise and state relationship laws
  • Petroleum Marketing Practices Act—counseling on terminations and nonrenewals related to industry transition away from and/or in addition to motor fuel
• Payment cards
  • Credit cards and electronic payment platforms including PCI requirements
• Real Estate
  • Acquisitions and leasing
  • Financing
  • Redevelopment of existing spaces
  • Easements
  • Existing facility planning, environmental, redevelopment, and related property issues
  • Deed restrictions and ROFR/ROFO rights
• Touchless consumer transactions
  • Biometric and privacy laws
  • Digitization
  • Related privacy and consumer issues
• Advertising and marketing advice
• Loyalty and rewards programs
• Federal and state antitrust and pricing counseling and compliance
• Branding including brand licenses and multi-branding
• Cryptocurrency
• EV charging installation
• Mobile energy services
• Convenience store and ancillary profit center issues
• Environmental regulation and mitigation
• Mergers and acquisitions
  • Buying and selling sites and businesses
• Procurement
• Joint venture contracts
• Compliance with declaration of states of emergency

Dispute Resolution/Litigation

• Related dispute resolution — including litigation, mediation, and arbitration
• Franchise and state relationship law disputes
• Termination and nonrenewal of retailers and wholesalers
  • Petroleum Marketing Practices Act and franchise laws
• Premises claims — including personal injury and premises liability
• Biometric and privacy laws
• Pricing and antitrust claims—including Robinson-Patman Act and UCC 2-305 as well as Clayton and Sherman Act claims
• Consumer fraud claims including class actions from advertising and other product associated claims, privacy, and pricing
• State and federal regulatory investigations
• State below cost pricing and transfer pricing claims
• Real estate litigation — condemnations, easements, contract disputes, ROFRs, deed restrictions
• Contract and commercial tort cases of all types
• Litigation of environmental issues arising from contamination at retail sites

Construction

• Advice and counsel related to legal issues associated with station redesign to accommodate renewables
• Modifying retail footprint
• Construction contracts
  • Negotiating complex construction contracts to build out new infrastructure
• Construction documentation
• Claims handling
• Mechanic’s lien litigation
• Arbitration and litigation arising out of building activity at refineries, pipelines and chemical plants
• Construction disputes
  • Litigating design and performance issues with manufacturers of equipment

Intellectual Property

• Trademark counseling, licensing, registration and litigation
• Patent prosecution, counseling and litigation

For a downloadable PDF summarizing our services in Mobility & EV Transition, click here. 

Solar, Wind, and Other Renewables

Our other renewable services include:

• Corporate
• Financing
• Real estate advice and deals for wind and solar
• Regulation and antitrust
• M&A
• Tax
• Construction contracts — negotiating complex construction contracts to build out new infrastructure
• Insurance
• Mitigation of potential litigation and dispute risks
• Issues related to motor fuel station adaptation

Expand the headers above to read more about the services we provide in these sectors of the energy industry.

Convenience Retailing

With decades of experience in convenience retailing, we use lessons learned to guide companies to the future. Our experience in convenience retailing includes providing legal advice to clients on:

• Franchise and state relationship laws
  • Development of models
  • Preparation of FDDs and ancillary contracts
  • Supplier and vendor contracts and management
  • Defaults and termination and nonrenewals
  • Dispute resolution
• Pricing and antitrust counseling and defense
• Advertising, marketing, rewards and loyalty programs
• Defense of class actions, consumer protection, and unfair trade practices claims
  • We maintain state surveys on consumer protection laws
• Premises liability defense
• Mergers & acquisitions
• Real estate
• Payment card issues, electronic payment platforms, POS systems
• Transition and incorporation of EV charging

Utilities

Our team represents utility companies including natural gas and electric providers across multiple areas of practice. Greensfelder’s services and experience for utilities companies includes:

• Contract development and negotiation
• Financing
• Real estate and easement issues
• M&A
• Environmental compliance and due diligence
• Tax
• Construction contracts — negotiating complex construction contracts to build out new infrastructure
• Insurance
• Mitigate potential litigation and risk
• Defense of litigation
• Employment advice and litigation

Click each header below to expand the sections.

Oil & Gas

• Successfully defended a big-six refiner in a six-week jury trial in a test case involving four plaintiffs from among 550-plus plaintiffs. Aggregate claims among all plaintiffs totaled between $550 million to $1 billion.
• Successfully defended a big-six refiner in a lawsuit brought by franchisors seeking $300 million for alleged unlawful pricing and other breaches of franchise agreement.
• Consulted on marketing and PMPA issues related to a big-six refiner’s $2 billion divestment of a Texas refinery and related off-take and wholesaler supply agreements.
• Served as special counsel to a big-six refiner incident to the divestiture of a California refinery and associated downstream assets.
• Consulted with a venture capital firm on pre- and post-acquisition PMPA marketing issues arising from its acquisition of substantial East Coast major-branded retail assets with total marketing volume of 3.3 billion gallons of fuel annually, 12 terminals with 5.9 million barrel shell capacity and 2,400 branded gasoline stations.
• Handled the divestment of approximately 100 fuel sites in Arkansas, California, Colorado, Louisiana, New Mexico, Texas, Utah and Wyoming for petroleum marketer and convenience retailer with approximately 1,900 sites in the U.S. and Canada.
• Represented big-six refiner in unwinding a joint venture for wholesale and retail business in St. Louis, handling the sale of approximately 100 sites to a jobber and the associated negotiation and document preparation for supply, pipeline, terminal access and exchange arrangements.
• Served as co-counsel to a big-six refiner and other firms with divestment of the branded Indianapolis and Cincinnati markets to jobbers as well as the Kansas City market to a jobber.
• Represented a large petroleum jobber in the sale of 30-plus gas stations to Circle K for approximately $35 million. These sites included both fee owned and leased sites and some included co-located restaurant operators. The firm handled all aspects of the transaction including state tank fund issues, PMPA compliance, environmental due diligence, real estate transfer and due diligence and corporate governance issues related to the seller. The process was conducted through an auction and we worked with the investment banker to conduct the auction process to obtain the best possible value for the seller.
• Represented a big-six refiner in sales to jobbers of retail assets (100 sites) in the St. Louis market at sale prices totaling approximately $50 million.
• Extensive experience litigating PMPA issues, including successfully representing a big-six refiner in Coral Group, Inc. v. Shell Oil Co., 2013 U.S. Dist. LEXIS 113219 (W.D. Mo. Aug. 12, 2013); Sixas Gas Mart, Inc. v. Shell Oil Co., 2007 U.S. Dist. LEXIS 5421 (N.D. Ill. Jan. 18, 2007); and Jet, Inc. v. Shell Oil Company, 381 F.3d 627 (7th Cir. 2004).
• Successfully prosecuted claims to enforce brand covenants/deed restrictions critical to big-six refiners’ distribution networks in Connecticut, Illinois, Indiana, Kansas, Massachusetts, Michigan, Maryland, Ohio, Rhode Island, Virginia, Washington and Wisconsin. See, e.g., BP Prods. N. Am., Inc. v. Stanley, 669 F.3d 184 (4th Cir. 2012); Double Diamond Props., LLC v. BP Products North America Inc., 277 Fed. Appx. 312 (4th Cir. 2008); Double Diamond Props., LLC v. BP Products North America, Inc., 487 F. Supp. 2d 737 (E.D. Va. 2007); BP West Coast Prods., LLC v. Shalabi, 2013 U.S. Dist. LEXIS 111464 (W.D. Wash. Aug. 6, 2013).
• Settled, along with most of the other major refiners, the Temperature Correction MDL involving class actions in 28 states by all gasoline and diesel retail purchasers. Served on the Steering Committee, as well as other committees for a big-six refiner. Case impacted site signage and branding, and compliance with weights and measures laws that impact signage petroleum marketers can require at a retail location.
• Successfully represented a big-six refiner in litigation with jobbers and dealers to recover amounts owed to refiner, including in BP Prods. North America, Inc. v. Premier Oil Co., LLC, 2013 U.S. Dist. LEXIS 64889 (W.D. Tenn. May 7, 2013); BP Prods. North Am. Inc. v. Merritt Oil Co., 812 F. Supp. 2d 1297 (S.D. Ala. 2011); BP Prods. N. Am., Inc. v. McGuirk Oil Co., 2011 U.S. Dist. LEXIS 58897 (W.D. Ky. May 31, 2011).
• Defeated 100-dealer PMPA action in San Diego to enjoin termination of certain ARCO sites in Southern California for a big-six refiner. BP W. Coast Prods. LLC v. Crossroad Petroleum, Inc., 2012 U.S. Dist. LEXIS 56603 (S.D. Cal. Apr. 23, 2012).
• Advised a big-six refiner regarding all aspects of the creation and implementation of its national customer loyalty program for franchised retail locations
• Defending a big-six refiner in a class action alleging national and state subclass claims for breach of contract and deceptive advertising related to a consumer marketing program
• Represented a big-six refiner in a lawsuit to enforce client’s ROFR rights when jobber transferred approximately 25 client-branded retail sites to competitor; resolved through a multimillion-dollar settlement.
• Successfully defended statutory challenge to deed restrictions on properties in California which could have, in effect, nullified all deed restrictions on hundreds of properties sold by the client in California. 

Renewables

• Advise energy company on legal issues associated with incorporating EV chargers
• Represent client in negotiation and preparation of operating agreement for purchase and installation of solar energy farm
• Represent clients on development of power purchase agreements and related leases
• Advise client on design/build agreement for solar project
• Represented client in construction contracts and disputes agreements
• Advise companies on patent and IP work related to solar energy
• Defense of indemnity and contribution claims
• Develop client’s services agreements
• Represented client in development of an ethanol plant
• Advised alternative energy company on legal issues to develop and operate new energy plants
• Negotiation regarding solar and wind leasing
• Representation related to installation of solar panels

Convenience Retailing

• Advised client on analysis and development of franchise business models
• Drafting and updating convenience retailing franchise agreements
• Counseled clients on pricing and antitrust issues associated with convenience retailing
• Developed loyalty programs for convenience retailing
• Reviewed and advised clients on convenience retailing advertising to consumers
• Defended franchisee claims against convenience retailing franchisor related to point of sale system
• Defended class actions on consumer protection claims associated with convenience retailing advertising

Utilities

• Defending utility company against various property and premises liability claims, and prosecuting various contractual and property rights held by the company in such cases
• Represent utility companies in real estate and property owner related disputes
• Represent utility company in construction contracts and disputes
• Advise electric company on complex indemnity issues
• Represent company in agreements and licensing related to construction of a natural gas station
• Counsel on municipal franchise issues